Watching our May cover subjects -- Sharon Stone, Felicity Huffman, Michael Michele -- at their respective cover photo shoots, it quickly became apparent that while these three superstars couldn't be more different, they have one thing in common (besides motherhood): When it comes to fashion they all know how to work a sweater and jeans (and then some!). Here's an exclusive peek behind the scenes of Redbook's triple cover shoot.

Sharon Stone is one hot mama -- literally.
Our shoot with Sharon at L.A.'s Smashbox Studios was literally, um, a smashing success. When Sharon arrived at 11:30am in a beige cardigan coat, a cropped yellow V-neck (that showed off her tight tummy) and khaki corduroys with a silk scarf (flecked with gold, white, ivory and green) pulled through the belt loops, it was obvious she has a firm grasp of not just who she is, but what looks great on her. Yet her most eye-catching accessory was the yellow plastic airplane that Redbook photo director Bruce Perez and creative director Tracy Everding spied peeking out of her toy-filled tote bag.

That's right, Sharon's adorable five-year-old fireball, Roan, was also on the set. And while Sharon was absolutely dazzling in the wardrobe her sister and stylist, Kelly, had selected -- from the white pinstripe pants and silver sequined cardigan she's wearing on our cover to the shimmering gold mini-dress she tried with a white long coat wrapped around her waist -- it was the way she interacted with her son that impressed us most.

After Sharon introduced Roan to everyone (he even shook hands!), she and her assistants hid Easter eggs throughout the studio to keep her little man occupied.

"It took him 20 minutes to find them all," laughs Perez. "He was walking around with a bunch of them in his arms -- it was adorable."

Felicity Huffman has a knockout smile.
When Felicity arrived at 10am for our shoot, also at Smashbox, she was a lot less frazzled than her high-strung Desperate Housewives character, Lynette Scavo. Wearing black velvet jeans with a tan leather jacket, she showed an edgy sense of style that proved she wasn't afraid to let her hair down (which was wet in loose curls).

After an hour in hair and makeup, Felicity made quick decisions about what pieces would look best on her. Perez agreed with almost all of her choices. "She joked that she didn't look good in jeans," he says, "but she looked great in them."

In fact, the first outfit she tried on (jeans, a blue sweater and a drop necklace and earrings) was a winner -- accessorized with her dazzling smile, it was the perfect cover look.

Michael Michele's got an enviable postbaby body.
When Michael arrived at 10am for our shoot at a Manhattan music school, Perez and Everding wouldn't have believed she'd just had a baby if the star hadn't been carrying her adorable two-month-old, J. Brandon, in her arms. Gray knee-length pants, a matching short-sleeve knit mock turtle top and knee-high violet suede boots accentuated her remarkably bounced-back body.

Michael's little guy was amazingly well behaved, staring calmly at his mother on set. He didn't cry once throughout the entire shoot despite all the activity buzzing around him. "Even when Michael wasn't taking pictures with the baby," says Perez, "she was a very attentive mom. Every time he'd whimper, Michael would say, 'Mommy's right here!'"